Ansys Inc Sample Contracts

Exhibit 10.1 Incentive Stock Option Agreement under the 1996 Stock Option and Grant Plan
Incentive Stock Option Agreement • August 14th, 1998 • Ansys Inc • Services-prepackaged software
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By this Amended and Restated Restricted Stock Agreement made and entered into as of August 11, 1997, ANSYS, Inc. (formerly "SAS Holdings, Inc."), a Delaware Corporation (the "Company") and Peter J. Smith hereby amend and restate in its entirety the...
Restricted Stock Agreement • March 23rd, 1998 • Ansys Inc • Services-prepackaged software • Delaware
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ARTICLE 1 TERM
Employment Agreement • March 24th, 2003 • Ansys Inc • Services-prepackaged software • Ontario
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CREDIT AGREEMENT Dated as of February 22, 2019 among ANSYS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as...
Credit Agreement • May 2nd, 2019 • Ansys Inc • Services-prepackaged software • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into, as of February 22, 2019, among ANSYS, Inc., a Delaware corporation (the “Borrower”), each Lender from time to time party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.

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Exhibit 2.1 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS
Merger Agreement • September 13th, 2000 • Ansys Inc • Services-prepackaged software • Delaware
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FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of October 16, 2019 among ANSYS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co- Syndication...
Credit Agreement • October 21st, 2019 • Ansys Inc • Services-prepackaged software • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into, as of February 22, 2019, among ANSYS, Inc., a Delaware corporation (the “Borrower”), each Lender from time to time party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.

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CREDIT AGREEMENT Dated as of May 1, 2006 among ANSYS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent KEYBANK NATIONAL ASSOCIATION, CITIZENS...
Credit Agreement • May 5th, 2006 • Ansys Inc • Services-prepackaged software • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 1, 2006, among ANSYS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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AGREEMENT AND PLAN OF MERGER by and among: SYNOPSYS, INC., a Delaware corporation; ALTA ACQUISITION CORP., a Delaware corporation; and ANSYS, INC., a Delaware corporation Dated as of January 15, 2024
Merger Agreement • January 16th, 2024 • Ansys Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 15, 2024, by and among: SYNOPSYS, INC., a Delaware corporation (“Parent”); ALTA ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”); and ANSYS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 20th, 2013 • Ansys Inc • Services-prepackaged software • Delaware

THIS INDEMNIFICATION AGREEMENT made and entered into this ___ day of _________, ____ (“Agreement”), by and among ANSYS, Inc., a Delaware corporation (and where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by any it (collectively, the “Companies,” and individually, a “Company”)), and _____________________ (the “Indemnitee”):

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CREDIT AGREEMENT Dated as of July 31, 2008 among ANSYS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager NATIONAL CITY BANK,...
Credit Agreement • July 31st, 2008 • Ansys Inc • Services-prepackaged software • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 31, 2008, among ANSYS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.
Non-Qualified Stock Option Agreement • August 2nd, 2012 • Ansys Inc • Services-prepackaged software

Pursuant to the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 1st, 2023 • Ansys Inc • Services-prepackaged software • New York

This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into as of September 29, 2023 among ANSYS, INC., a Delaware corporation, (the “Company” or the “Borrower”), each lender party hereto (collectively, the “Lenders”) and PNC Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”).

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Contract
Credit Agreement • November 12th, 2020 • Ansys Inc • Services-prepackaged software • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2024 • Ansys Inc • Services-prepackaged software • Pennsylvania

This Amended and Restated Employment Agreement (“Agreement”) is made as of the 1 day of November, 2023, between ANSYS, Inc., a Delaware corporation (together with its subsidiaries as the context requires, the “Company”), and Ajei S. Gopal (the “Executive”).

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SUBSIDIARY GUARANTEE AGREEMENT
Subsidiary Guarantee Agreement • July 31st, 2008 • Ansys Inc • Services-prepackaged software • New York

This SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”), dated as of July 31, 2008, is among ANSYS, INC., a Delaware corporation (the “Borrower”), each of the Subsidiary Guarantors party hereto, any other Person (as defined in the Credit Agreement referred to below) which may become a Subsidiary Guarantor hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

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Contract
Restricted Stock Unit Agreement • May 5th, 2021 • Ansys Inc • Services-prepackaged software • Delaware
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INCENTIVE STOCK OPTION AGREEMENT UNDER THE THIRD AMENDED AND RESTATED ANSYS, INC.
Incentive Stock Option Agreement • November 3rd, 2006 • Ansys Inc • Services-prepackaged software

Pursuant to the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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Incentive Stock Option Agreement under the ANSYS, Inc. Second Amended and Restated
Incentive Stock Option Agreement • February 8th, 2005 • Ansys Inc • Services-prepackaged software • Delaware

Pursuant to the ANSYS, Inc. Second Amended and Restated 1996 Stock Option and Grant Plan (the “Plan”), ANSYS, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the person named above (the “Optionee”), who is an officer or full-time employee of the Company or any of its subsidiaries, an option (the “Stock Option”) to purchase on or prior to the expiration date specified above, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company indicated above (the “Option Shares”), at the per share option exercise price specified above, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (the “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the ext

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RESTRICTED STOCK UNIT AGREEMENT UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC. 1996 STOCK OPTION AND GRANT PLAN
Restricted Stock Unit Agreement • February 23rd, 2017 • Ansys Inc • Services-prepackaged software

Pursuant to the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each “Restricted Stock Unit” shall relate to one share of Common Stock par value $.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the Plan.

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RESTRICTED STOCK UNIT AGREEMENT UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC. 1996 STOCK OPTION AND GRANT PLAN
Restricted Stock Unit Agreement • February 27th, 2020 • Ansys Inc • Services-prepackaged software

Pursuant to the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each “Restricted Stock Unit” shall relate to one share of Common Stock par value $.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the Plan.

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Non-Qualified Stock Option Agreement under the ANSYS, Inc. Second Amended and Restated
Non-Qualified Stock Option Agreement • February 8th, 2005 • Ansys Inc • Services-prepackaged software • Delaware

Pursuant to the ANSYS, Inc. Second Amended and Restated 1996 Stock Option and Grant Plan (the “Plan”), ANSYS, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the person named above (the “Optionee”), who is an officer or full-time employee of the Company or any of its subsidiaries, an option (the “Stock Option”) to purchase on or prior to the expiration date specified above, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company indicated above (the “Option Shares”), at the per share option exercise price specified above, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (the “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Al

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.
Incentive Stock Option Agreement • March 18th, 2011 • Ansys Inc • Services-prepackaged software

Pursuant to the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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RESTRICTED STOCK UNIT AGREEMENT (NON-EMPLOYEE DIRECTORS) UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC. 1996 STOCK OPTION AND GRANT PLAN
Restricted Stock Unit Agreement • February 27th, 2020 • Ansys Inc • Services-prepackaged software

Pursuant to the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each “Restricted Stock Unit” shall relate to one share of Stock of the Company, subject to the restrictions and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the Plan.

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TRANSITION AGREEMENT
Transition Agreement • December 23rd, 2016 • Ansys Inc • Services-prepackaged software • Pennsylvania

This Transition Agreement (“Transition Agreement”) is entered into effective as of December 31, 2016 between James E. Cashman III (“Executive”) and ANSYS, Inc. (the “Company,” together with Executive, the “Parties”).

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORS UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.
Non-Qualified Stock Option Agreement • August 2nd, 2012 • Ansys Inc • Services-prepackaged software

Pursuant to the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above, who is the Chairman of the Board of Directors (provided he or she is not an officer of the Company) or a non-affiliate Independent Director (as defined in the Plan), an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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500,000,000 REVOLVING FACILITY $755,000,000 TERM FACILITY CREDIT AGREEMENT Dated as of June 30, 2022 among ANSYS, INC., as the Borrower, THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,...
Credit Agreement • July 6th, 2022 • Ansys Inc • Services-prepackaged software • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 30, 2022, among ANSYS, Inc., a Delaware corporation (the “Company” or the “Borrower”), the Designated Borrowers from time to time party hereto, each Lender from time to time party hereto, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.
Non-Qualified Stock Option Agreement • May 2nd, 2013 • Ansys Inc • Services-prepackaged software

Pursuant to the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • February 17th, 2006 • Ansys Inc • Services-prepackaged software • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (“Agreement”), dated as of February 15, 2006, is by and between ANSYS, Inc., a Delaware corporation (“Parent”), and Willis Stein & Partners II, L.P., Willis Stein & Partners III, L.P., Willis Stein & Partners Dutch, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and Willis Stein & Partners III-C, L.P., as holders of common stock, par value $0.01 per share, of Parent (“Common Stock”) (individually a “Stockholder” and collectively the “Stockholders”).

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VOTING AGREEMENT
Voting Agreement • March 31st, 2008 • Ansys Inc • Services-prepackaged software • Delaware

THIS VOTING AGREEMENT (“Agreement”), dated as of March 31, 2008, is made by and between ANSYS, Inc., a Delaware corporation (the “Buyer”), and the undersigned holder (the “Stockholder”) of shares (the “Shares”) of common stock, par value $0.01 per share, of Ansoft Corporation, a Delaware corporation (the “Seller”).

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AGREEMENT AND PLAN OF MERGER by and among ANSYS, INC., ANSYS XL, LLC, BEN I, INC., HINES II, INC., HEAT HOLDINGS CORP., AAVID THERMAL TECHNOLOGIES, INC., TROY III, INC., FLUENT, INC., PRINCIPAL STOCKHOLDERS and STOCKHOLDERS’ REPRESENTATIVE February...
Merger Agreement • February 17th, 2006 • Ansys Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 15, 2006, is by and among ANSYS, Inc., a Delaware corporation (“Parent”), ANSYS XL, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger LLC”), BEN I, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub”), HINES II, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub II” and with Merger Sub and Merger LLC, the “Merger Subs”), Heat Holdings Corp., a Delaware corporation (“Holding”), Aavid Thermal Technologies, Inc., a Delaware corporation (the “Company”), TROY III, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub III”), Fluent, Inc., a Delaware corporation (“Fluent,” together with Holding and the Company, the “Selling Companies” and each a “Selling Company”), and, for purposes of Section 9.7 and Article VI, Article XI, Article XII and Article XIV, Willis Stein & Partners II, L.P.

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Re: Resignation Agreement
Resignation Agreement • July 14th, 2014 • Ansys Inc • Services-prepackaged software • Pennsylvania

This letter confirms your voluntary resignation from employment with ANSYS, Inc. (the “Company”). This letter also proposes an agreement between you and the Company. This letter replaces a previous letter agreement that was proposed to you on May 29, 2014.

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DEFERRED STOCK UNIT AGREEMENT UNDER THE THIRD AMENDED AND RESTATED ANSYS, INC.
Deferred Stock Unit Agreement • November 6th, 2008 • Ansys Inc • Services-prepackaged software

Pursuant to the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Deferred Stock Units listed above (the “Award”) to the Grantee named above. Each “Deferred Stock Unit” shall relate to one share of Common Stock par value $.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth herein and in the Plan.

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • February 23rd, 2022 • Ansys Inc • Services-prepackaged software • Pennsylvania

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”), is hereby made and entered into this 30th day of December 2021, by and between ANSYS, Inc., a Delaware corporation, having offices at 2600 ANSYS Drive, Canonsburg, Pennsylvania 15317 U.S.A. (hereinafter “ANSYS”), and Maria Shields, an individual residing at the address set forth in ANSYS’s books and records (hereinafter “Consultant”).

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ANSYS LETTERHEAD]
Employment Agreement • January 7th, 2009 • Ansys Inc • Services-prepackaged software
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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC.
Non-Qualified Stock Option Agreement • August 29th, 2016 • Ansys Inc • Services-prepackaged software

Pursuant to the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (the “Agreement”) and in the Plan. Reference is made to the Employment Agreement entered into between the Company and the Optionee on August , 2016 (the “Employment Agreement”). Capitalized terms used herein and defined in the Employment Agreement shall be defined and interpreted under the Employment Agreement. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code

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